We may be headed toward a brawl over ownership of OSI Restaurant Partners
A shareholder vote to approve the $40 per-share sale of OSI to a pair of private-equity firms was initially scheduled for May 8. Everything appeared to be moving toward a rapid (and uneventful) conclusion. Then on the 8th, the company abruptly postponed the vote until May 15. The reason given was to provide more time for the "solicitation of additional votes."
The first delay led to an unusual event in the bond market, covered a few days ago by fellow Fool Tom Taulli. Bonds to finance the buyout ($550 million of them) that had already been issued and were trading in the market, were cancelled. It's not often you hear of that happening.
Then on May 14, the company again postponed the shareholder vote to May 22, to allow an additional week to gather enough votes to approve the deal. Going back to the well a second time sounds to me like a desperation move. Last week, the company went so far as to send employees an email reminding them the OSI stock in 401(k) accounts could be voted. Management is digging deep for votes here.
The issue with the deal is valuation. There have been persistent grumblings that the $40 offer price to take OSI private was too low. I can see reasonable arguments on both sides of this. Consider that the casual dining restaurant segment currently trades at 24 times trailing-12-month EPS, and within that 24 times P/E, there's a pretty wide range. Applebee's
Last year, Outback earned $1.31 per share, which makes a $40 offer equivalent to a P/E of 30 on a trailing-12-month basis. Sounds fair on the surface. On the other hand, for the previous three fiscal years, Outback averaged $2 EPS. Based on those historical results, a P/E of 20 doesn't sound like much of a premium.
Comparable-store sales (and EPS) have been sinking at Outback for a while. If you believe the company has serious structural issues, $40 could be fair. If, on the other hand, you believe last year was an aberration, then $40 looks like a lowball price.
Stirring up the pot even further, on May 3, OSI reported that comparable sales rose 1.5% in April at its flagship Outback Steakhouses. It's been more than a year (January 2006) since the company reported comp sales over 1%, and most of the last year has been negative (2% comps or worse). While all restaurants live for positive comps, it's likely this recent positive sales report riled up shareholders who think the company is worth more.
This will be another interesting week. In anticipation of a possible sweetened deal, the stock hopped above the $40 offer price on Thursday and has closed over $40 every day since (yesterday's close was $40.45). Two leading proxy advisory firms have come out advising shareholders to vote in favor of the deal: Institutional Shareholder Services (ISS) and Glass Lewis.
Will management be able to round up a majority of shareholders to vote the deal at $40 per share? Or will shareholders smell blood in the water (in the form of more premium to be had) and force Kangaroo Acquisition to sweeten the deal? Find out next Monday.
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Fool contributor Timothy M. Otte surveys the retail scene from Dallas. He welcomes comments on his articles but doesn't own shares of any companies mentioned in this article.